Shep:

Brakes first, then the rest of the running gear -- plan on engine mounts and front subframe bushings relatively soon, especially if there has been any oil leakage onto the rubber.

The master cylinder seems to leak on these cars -- I've located a couple or three in locak yards and the all have the paint gone on the booster and other evidence of master cylinder leaks. Brake hoses are a must replace item, and I'd rebuild the calipers if the fluid looks nasty. Make sure you have full thickness rotors -- most owners begin to cheat on maintenance on older cars, and not replacing rotors is a classic. Causes the pads in calipers to hit the antirattle spring and cocks the pistons in the bores -- this can ruin the caliper.

Next, get the front and rear window gaskets replaced, they are surely leaking, and will ruin the body with water induced rust. Water leaks around the seal and drips down the back of the firewall under the noise control coating on the floors and under the back seat, and into the trunk. Probably the source of the water back there -- look for water drip tracks on the wheel wells.

Reverse problems, especially if accompanied by slow engagement of first gear (check by flooring the throttle at a stop or manually shifting directly into L from Park) indicates a worn or misadjusted reverse/first band, probably normal maintenance. Crappy old tranny fluid that won't flow properly cold will do this, too, along with late, slow shifts cold.

Seats and wood trim, etc can wait until after you get the body fixed up -- you need to get the window gaskets done first, then get a decent body shop to fix the rust in the trunk. Surface rust under the trunk pad is best addressed with conversion primer and good medium gloss black paint -- factory quality if you can get it. Unless the metal is actually perforated, leave it alone.

Check taillights for leakage, front fenders for rust behind the headlights -- this can be fixed if only surface by conversion primer, good paint, and some serious latex (high quality, please!) undercoat.

This is a large, heavy, fast car -- make sure the running gear is in good shape before starting on the interior.

At least your's runs! I'm contemplating an engine switch to an M117 from an early 70's 450 SEL -- K-jetronic rather than D-Jetronic fuel injection.

Peter

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1972 220D ?? miles
1988 300E 200,012
1987 300D Turbo killed 9/25/07, 275,000 miles
1985 Volvo 740 GLE Turobodiesel 218,000
1972 280 SE 4.5 165, 000 - It runs!